Secondary Public Offering Sample Clauses

Secondary Public Offering. If at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders holding at least two-thirds (2/3) of then outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, voting together as a single class on an as-converted to Common Stock basis, that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least USD $2,500,000, then the Company shall (i) within ten (10) days after the date such request is given, give Demand Notice with respect thereto to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations set forth in this Section 2. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1(a)(2) after the Company has effected one such registration pursuant hereto. A registration shall not be counted as “effected” for purposes of this Section 2.1(a)(2) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration (other than as a result of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request), do not pay the registration expenses therefor, and, pursuant to Section 2.6, forfeit their right to demand registration pursuant to this Section 2.1(a)(2).
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Secondary Public Offering. For as long as this Agreement remains in effect, but only after the Lock-Up Period, SALIC may request the Company’s management to cause the Company to take all required measures under the applicable regulations to make a secondary public offering of shares at B3, the object of which would be any portion or all of the shares issued by the Company and held by SALIC (“Secondary Public Offering”). The Company and VDQ undertake to endeavor their best efforts to cooperate and perform the Secondary Public Offering as set forth in this Section. The request for performance of the Secondary Public Offering shall be formalized by SALIC in writing to the Company (“SPO Notice”), provided that, for purposes of Section 8.1.1 below, the SPO Notice shall be irrevocable and irreversible. 8.1.1. The SPO Notice shall have the same effect as a Notice of First Refusal for all purposes of Section 7.4 above, for purposes of which the shares held by SALIC subject to the Secondary Public Offering shall be the Offered Shares, SALIC shall be the Offeror and VDQ shall be the Offeree. In such event, for purposes of the exercise of the Right of First Refusal by VDQ, pursuant to Section 7.4 above, the price per Offered Share shall be equal to the average quotations of the Company’s shares within the thirty (30) days immediately precedent to the date on which the SPO Notice is sent.
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Secondary Public Offering. In the event that the Company ------------------------- undertakes a secondary public offering in which shares of the Company are offered by parties other than the Company, the Company will use its best efforts to seek the consent of existing holders of registration rights as necessary to permit the sale and distribution of a portion of Holder's or Holders' Registrable Securities, provided that if any Holder shall participate in such registration, all provisions of Sections 1.2, 1.3, 1.4, 1.5 and 2.6 of this Agreement shall be in effect with regard to such registration and the Holder's participation therein. Nothing in this paragraph shall affect the Company's right to withdraw any such registration at any time.
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Secondary Public Offering. In the event the adjusted earnings of the Singlepoint Division are equal to or in excess of $400,000 in the first six months after the Closing Date, GMI shall use its best efforts to cause GMC to commence a secondary public offering and file a Registration Statement with the Securities and Exchange Commission as soon as practicable after April 30, 1999. Upon the written request of a shareholder of Enterprise (an "Enterprise Shareholder") given within 30 days after receipt of a notice from GMC relating to such a proposed offering, GMI shall use its best efforts to cause GMC, except as herein provided, to cause all shares of GMC common stock that the Enterprise Shareholder has acquired pursuant to this Agreement and with respect to which the Enterprise Shareholder has requested registration to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the Enterprise Shareholder of the shares to be so registered; PROVIDED, HOWEVER, that nothing herein shall prevent GMC from, at any time, abandoning or delaying any such registration if it is in its best interests to do so. If any such registration pertains to an underwritten offering in whole or in part, GMC may require that the shares requested for inclusion by the Enterprise Shareholder pursuant to this section be included in the underwritten offering on the same terms and conditions as the securities otherwise being sold through the underwriters, PROVIDED, HOWEVER, that GMI shall use its best efforts to cause GMC to raise an amount of capital in such offering such that the Enterprise Shareholders receive proceeds therefrom equal to 12 times the adjusted earnings of the Singlepoint Division accumulated from the Closing Date until the month prior to the signing by GMC of an underwriting agreement (the "Accumulation Period"), PROVIDED, HOWEVER, that if the Accumulation Period exceeds 12 months, the adjusted earnings of the Singlepoint Division shall be calculated, for purposes of this Section 4.11, for the 12 month period immediately preceding the signing by GMC of an underwriting agreement relating to the offering. Any proceeds received by the Enterprise Shareholders pursuant to this Section 4.11 shall be applied towards the aggregate Purchase Price paid by SSI to Enterprise in accordance with Section 1.4 and shall not be deemed to constitute an early payout of the Earn Out Payment.
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Secondary Public Offering. In the event that Active ------------------------- undertakes a secondary public offering in which shares of Active are offered by parties other than Active, Active will use its best efforts to seek the consent of existing holders of registration rights as necessary to permit the sale and distribution of a portion of Holder's or Holders' Registrable Securities, provided that if any Holder shall participate in such registration, all provisions of Sections 7.13 (b); (c) (d) and (e) of this Agreement shall be in effect with regard to such registration and the Holder's participation therein. Nothing in this paragraph shall affect Active's right to withdraw any such registration at any time.
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Secondary Public Offering. ESL agrees and consents to the Company conducting a secondary public offering of its Securities by means of an underwritten offer at a price equal to or greater than the Private Placement Price.
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Secondary Public Offering. Following the completion of the sale of Bridge Securities pursuant to this Financing Agreement for Sales of Bridge Securities (“Financing Agreement”), the Company intends to conduct a secondary public offering ("
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Related to Secondary Public Offering

  • Subsidiary Public Offering If, after an initial Public Offering of the common equity securities of one of its Subsidiaries, the Company distributes securities of such Subsidiary to its equityholders, then the rights and obligations of the Company pursuant to this Agreement will apply, mutatis mutandis, to such Subsidiary, and the Company will cause such Subsidiary to comply with such Subsidiary’s obligations under this Agreement as if it were the Company hereunder.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Option is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Option is not subject to the supervision of the local securities authorities.

  • No Public Offering No "offer of securities to the public," within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the Restricted Stock Units have not, nor will they be registered with the Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Initial Public Offering (a) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of such

  • Terms of Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Shares are to be offered to the public initially at $_____________ a share (the "PUBLIC OFFERING PRICE") and to certain dealers selected by you at a price that represents a concession not in excess of $______ a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $_____ a share, to any Underwriter or to certain other dealers.

  • Offering If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

  • Public Offering of the Securities The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Securities as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Agreement in Connection with Public Offering The Participant agrees, in connection with the initial underwritten public offering of the Company’s securities pursuant to a registration statement under the Securities Act, (i) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company’s securities for a period of 180 days from the effective date of such registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

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